Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006-2401
Telephone: 202.261.3300
December 5, 2000
E*TRADE Funds
4500 Bohannon Drive
Menlo Park, CA 94025
Re: E*TRADE Funds
Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A ("Registration Statement")
(Registration Nos.: 333-66807, 811-09093)
Dear Sirs:
We have acted as counsel for E*TRADE Funds (the "Fund"), a business trust
organized and validly existing under the laws of the State of Delaware, in
connection with the Registration Statement relating to the issuance and sale by
the Fund of an indefinite number of its shares of common stock under the
Securities Act of 1933, as amended and under the Investment Company Act of 1940,
as amended. We have examined such governmental and corporate certificates and
records as we deemed necessary to render this opinion and we are familiar with
the Fund's Certificate of Trust, Trust Instrument and its Bylaws.
Based upon the foregoing, we are of the opinion that the shares proposed to be
sold pursuant to the Registration Statement, when paid for as contemplated in
the Registration Statement, will be legally and validly issued, fully paid and
non-assessable. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, to be filed with the Securities and Exchange
Commission, and to the use of our name in the Fund's Statement of Additional
Information of the Registration Statement to be dated as of December 5, 2000,
and in any revised or amended versions thereof under the caption "Legal
Counsel." In giving such consent, however, we do not admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, and the rules and regulations thereunder.
Very Truly Yours,
/s/ Dechert
